UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

~~[X]~~ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ~~ACT OF 1934~~

~~For~~ACT ~~the~~OF ~~Quarterly Period Ended July 31, 2013~~1934

For the Quarterly Period Ended October 31, 2013

~~[ ]~~o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ~~ACT OF 1934~~

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 000-54453

GRIZZLY GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada		45-0725238
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9120 Double Diamond Parkway, Suite 3889, Reno, Nevada, 89521

(Address of principal executive offices) (Zip Code)

(775) 888-1385

(Registrant's telephone number, including area code)

_____________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ~~[X] No~~o ~~[ ]~~No

Indicate by ~~check~~ check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~[X]~~x No ~~[ ]~~o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [o ] Accelerated filer [o ] Non-accelerated filer [o ] Smaller reporting company ~~[X]~~x (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~o No ~~[X]~~x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,~~250~~400,000 shares of common stock, $0.0001 par value, issued and outstanding as of ~~September~~December 1620, 2013.

TABLE OF CONTENTS

Page PART I –- Financial Information 3 Item 1. Financial Statements 3 Balance Sheets ~~July~~October 31, 2013 (unaudited), and April 30, 2013 3 Statements of Operations (unaudited) for the three- and six month periods ended ~~July~~October 31, 2013 and 2012 and for the period from April 21, 2010 (inception) to ~~July~~October 31, 2013 4 Statements of Cash Flows (unaudited) for the three- and six month periods ended ~~July~~October 31, 2013 and 2012 and for the period from April 21, 2010 (inception) to ~~July~~October 31, 2013 5 Notes to the Financial Statements 6 Item 2. Management’s Discussion and Analysis or Plan of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 1213 Item 4. Controls and Procedures 13 PART II – Other Information 13 Item 1. Legal Proceedings 13 Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 1314 Item 4. Mine Safety Disclosures 1314 Item 5. Other Information 1314 Item 6. Exhibits 14

~~PART I –~~ Item 1. Financial ~~Information~~Statements

~~Item~~GRIZZLY ~~1. Financial~~GOLD ~~Statements~~CORP.

~~GRIZZLY~~(An ~~GOLD CORP.~~Exploration Stage Company)

~~(An~~BALANCE ~~Exploration Stage Company)~~SHEETS

~~BALANCE~~(expressed ~~SHEETS~~in US Dollars)

	July 31,			April 30,
ASSETS
	October 31,			April 30,
	2013			2013
	(unaudited)			(restated)
ASSETS
Current assets
Cash	$	93,~~044~~332		$	69,052
Prepaid expenses		65,~~899~~849			3,250
Total current assets		159,~~943~~181			72,302
Other assets
Reclamation Deposit		911,~~976~~817			9,976
Mineral property acquisition rights (restated)		6066,~~000~~440			40,000
Total other assets		6978,~~976~~257			49,976
Total Assets	$	8587,~~919~~438		$	122,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	510,~~744~~431		$	3,393
Accrued liabilities		–			9,500
Accured liabilities		–			9,500
		5,744			12,893
		10,431			12,893
STOCKHOLDERS' EQUITY
Common Stock, par value $0.0001; 300,000,000 shares authorized; 48,150,000 issued and outstanding at July 31 and April 30, 2013		4,815			4,815
Common Stock, par value $0.0001; 300,000,000 shares authorized; 48,400,000 and 48,150,000 issued and outstanding at October 31 and April 30, 2013		4,818			4,815
Additional paid-in capital (restated)		~~745~~795,~~973~~109			728,275
Deficit accumulated during exploration stage (restated)		(~~670~~722,~~613~~919	)		(623,705	)
Total stockholder's equity		8077,~~175~~007			109,385
Total liabilities and stockholder's equity	$	8587,~~919~~438		$	122,278

The accompanying notes are an integral part of these financial statements.

GRIZZLY GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(~~Expressed~~expressed in US Dollars)

							Inception
	Three Months Ended July 31,						April 21, 2010
	2013			2012			to July 31, 2013
	(unaudited)			(restated)			(restated)
Revenues	–			–			–
Expenses
Mineral property exploration expenditures		15,965			29,917			341,443
General and administrative (restated)		30,943			12,839			329,170
Impairment of mineral property acquisition rights (restated)					–			–
Net loss from Operations		(46,908	)		(42,756	)		(670,613	)
Net Loss		(46,908	)		(42,756	)		(670,613	)
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		48,150,000			47,900,000

(Unaudited)

The accompanying notes are an integral part of these financial statements.

	Three Months Ended October 31,						Six Months Ended October 31,						Inception April 21, 2010 to October 31,
	2013			2012			2013			2012			2013
				(restated)						(restated)			(restated)
Revenues		–			–			–			–			–

Expenses
Mineral property exploration expenditures		7,016			132,981			22,981			162,898			348,459
General and administrative (restated)		45,290			77,957			76,233			90,796			374,460
Impairment of mineral property acquisition rights (restated)		–			–			–			–			–
Net loss from Operations		(52,306	)		(210,938	)		(99,214	)		(253,694	)		(722,919	)

Net Loss		(52,306	)		(210,938	)		(99,214	)		(253,694	)		(722,919	)

Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average number of shares outstanding		48,199,451			47,943,478			48,300,815			47,921,739

4The accompanying notes are an integral part of these financial statements.

~~GRIZZLY GOLD CORP.~~4

~~STATEMENTS~~GRIZZLY OFGOLD ~~CASH FLOWS~~CORP.

~~(Expressed~~STATEMENTS inOF USCASH ~~Dollars)~~FLOWS

							Inception
	Three Months Ended July 31,						April 21, 2010
	2013			2012			to July 31, 2013
	(unaudited)			(restated)			(restated)
Cash flows from operating activities
Net loss for the period	$	(46,908	)	$	(42,756	)		(670,613	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation (restated)		17,698			–			129,788
Impairment of mineral property acquisition rights (restated)		–			–			–
Change in Prepaid Expenses		(3,649	)		(3,656	)		(6,899	)
Change in Accounts Payable & Accrued Liabilities		(7,149	)		4,174			5,744
Net cash used in operating activities		(40,008	)		(42,238	)		(541,980	)
Cash flows from investing activities		–
Payments on mineral property acquisition rights		(20,000	)		(20,000	)		(60,000	)
Payments for reclamation deposit		–			(3,822	)		(9,976	)
Net cash used in investing activities		(20,000	)		(23,822	)		(69,976	)
Cash flows from financing activities
Proceeds from Sale of Common Stock		–			–			621,000
Net cash provided by financing activities		–			–			621,000
Increase (decrease) in cash		(60,008	)		(66,060	)		9,044
Cash, beginning of period		69,052			142,287			–
Cash, end of period	$	9,044		$	76,227			9,044
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	–		$	–		$	–
Income taxes	$	–		$	–		$	–

(Expressed in US Dollars)

~~The accompanying notes are an integral part of these financial statements.~~(Unaudited)

	Six Months Ended October 31,						Inception April 21, 2010 to October 31,
	2013			2012			2013
				(restated)			(restated)
Cash flows from operating activities
Net loss for the period	$	(99,214	)	$	(253,694	)		(722,919	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation (restated)		35,396			76,693			147,486
Impairment of mineral property acquisition rights (restated)		–			–			–
Change in Prepaid Expenses		(2,599	)		(1,813	)		(5,849	)
Change in Accounts Payable & Accrued Liabilities		(2,462	)		27,155			10,431
Net cash used in operating activities		(68,879	)		(151,659	)		(570,851	)

Cash flows from investing activities
Payments on mineral property acquisition rights		(20,000	)		(20,000	)		(60,000	)
Payments for reclamation deposit		(1,841	)		(3,822	)		(11,817	)
Net cash used in investing activities		(21,841	)		(23,822	)		(71,817	)

Cash flows from financing activites
Proceeds from Sale of Common Stock		25,000			250,000			646,000
Net cash provided by financing activities		25,000			250,000			646,000

Increase (decrease) in cash		(65,720	)		74,519			3,332
Cash, beginning of period		69,052			142,287			–

Cash, end of period	$	3,332		$	216,806			3,332

~~GRIZZLY~~SUPPLEMENTAL ~~GOLD~~CASH ~~CORP.~~FLOW INFORMATION

An Exploration Stage Company

		Six Months Ended October 31,				Inception April 21, 2010 to October 31,
		2013		2012		2013
				(restated)		(restated)
Cash paid during the period for:
Interest	$	–	$	–	$	–
Income Taxes	$	–	$	–	$	–

~~NOTES~~The TOaccompanying notes ~~FINANCIAL~~are ~~STATEMENTS~~an integral part of these financial statements.

~~NOTE 1 – NATURE OF BUSINESS AND OPERATIONS~~5

~~Organization~~GRIZZLY ~~and~~GOLD ~~Basis of Presentation~~CORP.

~~Grizzly~~An ~~Gold~~Exploration ~~Corp.~~Stage ~~(an exploration stage company) (the "~~Company~~") was incorporated in the State of Florida on April 21, 2010 under the name BCS Solutions, Inc. In July 2011 we changed our name to Grizzly Gold Corp. and we re-incorporated in the State of Nevada.~~

WeNOTES ~~are~~TO ~~currently~~FINANCIAL an exploration stage company as defined by the United States Generally Accepted Accounting Principles (“US GAAP”) engaged in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to a point where we believe maximum shareholder returns can be realized. We currently have one property under option which is located in Humboldt County, Nevada. We currently do not have any proven and probable reserves nor have we generated any revenues since our inception.STATEMENTS

~~The~~NOTE ~~accompanying~~1 ~~interim~~– ~~unaudited~~NATURE ~~condensed~~OF ~~consolidated~~BUSINESS ~~financial statements~~AND have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended July 31, 2013, are not necessarily indicative of the results that may be expected for the year ending April 30, 2014. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2013, along with the applicable restatement discussion contained in Note 7 below.OPERATIONS

~~NOTE~~Organization 2and –Basis ~~GOING~~of ~~CONCERN~~Presentation

~~The~~Grizzly ~~accompanying~~Gold ~~financial~~Corp. ~~statements~~(an ~~have~~exploration ~~been~~stage ~~prepared~~company) on(the ~~a going~~"Company") ~~concern~~was ~~basis,~~incorporated ~~which contemplates the realization of assets and the satisfaction of liabilities and commitments~~ in the ~~normal course~~State of ~~business.~~Florida Weon ~~have incurred a net loss of $670,613 for the period from~~ April 21, 2010 ~~(inception)~~under tothe ~~July~~name ~~31,~~BCS ~~2013~~Solutions, ~~and have not generated any revenue since inception~~Inc. ~~Our~~In ~~future~~July is2011 ~~dependent~~we ~~upon~~changed our ~~ability~~ name to ~~obtain~~Grizzly ~~future~~Gold ~~financing~~Corp. and ~~upon~~we ~~future profitable~~re-incorporated ~~operations~~in ~~from~~ the ~~development~~State of ~~our mineral property~~Nevada. We expect we will need approximately $530,000 to fund our operations during the next twelve months which will include property option payments, exploration and drilling, and general and administrative costs.

InWe ~~order~~are tocurrently ~~continue~~an toexploration ~~develop~~stage ~~our~~company as ~~property~~defined weby ~~will~~the ~~need~~United toStates ~~obtain additional~~Generally ~~financing.~~Accepted ~~Management~~Accounting ~~may~~Principles (“US GAAP”) engaged in the ~~future~~business ~~seek~~of ~~additional~~exploring and ~~capital~~if ~~through~~warranted, ~~private~~advancing ~~placements~~certain ~~and~~unpatented ~~public~~Nevada ~~offerings~~mineral ~~of common~~claims ~~stock,~~to ~~although~~a ~~there~~point ~~are~~where nowe ~~assurances~~believe ~~these~~maximum ~~plans~~shareholder ~~will~~returns can be realized. IfWe wecurrently ~~are~~have ~~unable~~one toproperty ~~continue~~under asoption awhich ~~“going~~is ~~concern”, then~~located ~~substantial~~in ~~adjustments~~Humboldt ~~would~~County, beNevada. ~~necessary~~We tocurrently ~~the~~do ~~carrying~~not ~~values~~have any ofproven ~~assets,~~and ~~the~~probable ~~reported~~reserves ~~amounts~~nor ofhave ~~its~~we ~~liabilities,~~generated ~~the reported~~any ~~expenses,~~revenues ~~and~~since ~~the~~our ~~balance sheet classifications used~~inception.

~~NOTE~~The 3accompanying –interim ~~SUMMARY~~unaudited OFcondensed financial statements ~~SIGNIFICANT~~have ~~ACCOUNTING~~been ~~POLICIES~~prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended October 31, 2013, are not necessarily indicative of the results that may be expected for the year ending April 30, 2014. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2013, along with the applicable restatement discussion contained in Note 7 below.

~~Management’s~~NOTE ~~Estimates~~2 ~~and~~– ~~Assumptions~~GOING CONCERN

The ~~preparation~~accompanying of financial statements ~~in conformity~~have ~~with~~been USprepared ~~GAAP~~on ~~requires~~a ~~management~~going toconcern ~~make~~basis, ~~estimates~~which ~~and~~contemplates ~~assumptions~~the ~~that~~realization ~~affect~~of assets and the ~~amounts~~satisfaction ~~reported~~of liabilities and commitments in ~~these~~the ~~financial~~normal ~~statements and~~course ~~notes~~of business. ~~Significant~~We ~~areas~~have ~~requiring~~incurred ~~the~~a ~~use~~net loss of ~~estimates~~$722,919 ~~relate~~for to the ~~impairment~~period offrom ~~long-lived~~April ~~assets~~21, ~~and~~2010 ~~accrued~~(inception) ~~liabilities.~~to October ~~Management~~31, ~~believes~~2013, ~~the~~and ~~estimates~~have ~~utilized~~not ingenerated ~~preparing~~any ~~these~~revenue ~~financial~~since ~~statements~~inception. ~~are~~Our ~~reasonable~~future ~~and~~is ~~prudent~~dependent ~~and~~upon ~~are~~our ~~based~~ability onto obtain future financing ~~management’s~~and ~~best~~upon ~~knowledge~~future profitable operations from the development of ~~current~~our ~~events~~mineral ~~and~~property. ~~actions~~We ~~the~~expect ~~Company~~we ~~may~~will ~~undertake~~need inapproximately $530,000 to fund our operations during the ~~future.~~next ~~Actual~~twelve ~~results~~months ~~could differ~~which ~~significantly~~will ~~from~~include ~~those~~property ~~estimates~~option payments, exploration and drilling, and general and administrative costs.

6In order to continue to develop our property we will need to obtain additional financing. Management may in the future seek additional capital through private placements and public offerings of common stock, although there are no assurances these plans will be realized. If we are unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

~~Cash~~NOTE ~~and~~3 ~~Cash~~– ~~Equivalents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~For~~Management’s ~~purposes~~Estimates ofand the statement of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. As of July 31, 2013 we did not hold any cash equivalents.Assumptions

~~Concentration~~The preparation of ~~Credit~~financial ~~Risk~~statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to the impairment of long-lived assets and accrued liabilities. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.

~~We maintain all of our cash with one financial institution in the form of a demand deposit.~~6

~~Exploration~~Cash and ~~Development Costs~~Cash Equivalents

~~Mineral~~For ~~property~~purposes ~~interests~~of ~~include optioned, leased, and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at~~ the ~~time~~statement ~~it was optioned or acquired, either as an individual asset or as a part~~ of acash ~~business~~flows, ~~combination.~~we ~~Exploration~~consider ~~costs~~all ~~are~~highly ~~expensed~~liquid asinstruments ~~incurred~~purchased ~~and~~with ~~development costs are capitalized if proven and probable reserves exist and the property is~~ a ~~commercially~~maturity ~~minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity~~ of ~~operating~~three ~~mines,~~months or toless ~~develop mine areas substantially in advance of current production are capitalized. Costs incurred~~ to ~~maintain~~be ~~assets~~cash ~~on a standby basis are charged to operations~~equivalents. ~~Costs~~As of ~~abandoned projects are charged to operations~~October ~~upon abandonment. The Company periodically evaluates~~31, at2013 ~~least~~we ~~annually,~~did ~~the~~not ~~carrying~~hold ~~value of capitalized mineral interests costs and related property, plant and equipment costs, if~~ any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash ~~flows and/or estimated salvage value~~equivalents.

~~Fair~~Concentration ~~Value~~ of ~~Financial~~Credit ~~Instruments~~Risk

~~The~~We ~~book~~maintain ~~values~~all of our cash, ~~prepaid~~with ~~expenses,~~one ~~reclamation deposits,~~financial ~~and~~institution ~~accounts~~in ~~payable approximate their respective fair values due to~~ the ~~short-term~~form ~~nature~~ of ~~these~~a ~~instruments~~demand deposit.

~~NOTE~~Exploration 4and ~~– MINERAL EXPLORATION PROPERTY~~Development Costs

~~Fox~~Mineral ~~Spring~~property ~~Project~~interests include optioned, leased, and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company periodically evaluates, at least annually, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

OnFair ~~May~~Value ~~1, 2011, we executed a property option agreement (the “Agreement”) with Nevada Mine Properties II, Inc. (“NMPII”) granting us the right to acquire 100%~~ of ~~the~~Financial mining interests of a Nevada mineral exploration property currently controlled by NMPII, a natural resource exploration company. The property known as the Fox Spring Project (formerly known as the LB/Vixen Property) is located in Humboldt County, Nevada and currently consists of 130 unpatented claims (the ‘Property”). The remaining annual option payments and minimum annual exploration expenditures under Agreement are as noted below:Instruments

		Property		Work
		Payments		Expenditures
By November 15, 2013	$	20,000	$	-
By May 1, 2014		65,000		200,000
By May 1, 2015		60,000		250,000
By May 1, 2016		70,000		250,000
By May 1, 2017		80,000		300,000
By May 1, 2018		90,000		300,000
By May 1, 2019		100,000		350,000
By May 1, 2020		100,000		400,000
By May 1, 2021		250,000		750,000
	$	835,000	$	2,800,000

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments.

7NOTE 4 – MINERAL EXPLORATION PROPERTY

InFox ~~addition~~Spring to the above payment requirements, NMPII retained a 3% royalty of the aggregate proceeds received by us from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.Project

WeOn ~~have~~May 1, 2011, we executed a ~~one~~property ~~time~~option ~~right~~agreement ~~exercisable~~(the “Agreement”) ~~for~~with 90Nevada ~~days~~Mine ~~following~~Properties ~~completion~~II, Inc. (“NMPII”) granting us the right to acquire 100% of the mining interests of a ~~bankable~~Nevada ~~feasibility~~mineral ~~study~~exploration toproperty ~~buy~~currently upcontrolled toby ~~two~~NMPII, ~~thirds~~a ~~(66~~natural resource exploration company.~~7%)~~ The ofproperty ~~NMPII’s~~known ~~royalty~~as ~~(i.e.~~the anLB/Vixen ~~amount~~Property ~~equal~~is tolocated 2%in Humboldt County, Nevada and currently consists of ~~the~~86 ~~royalty)~~unpatented claims ~~for~~(the ~~$3,000,000~~‘Property”). Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

During the three months ended July 31, 2013 we paid NMPII $20,000 in accordance with the terms of our acquisition agreement associated with the Fox Spring Project.


		Property		Work
		Payments		Expenditures
By January 31, 2014	$	20,000	$	-
By May 1, 2014		45,000		200,000
By May 1, 2015		60,000		250,000
By May 1, 2016		70,000		250,000
By May 1, 2017		80,000		300,000
By May 1, 2018		90,000		300,000
By May 1, 2019		100,000		350,000
By May 1, 2020		100,000		400,000
By May 1, 2021		250,000		750,000

	$	815,000	$	2,800,000

~~NOTE 5 – RECLAMATION DEPOSIT~~7

WeIn ~~have~~addition ~~paid~~to athe $9above payment requirements,~~976~~ ~~reclamation~~NMPII ~~deposit~~retained a to3% royalty of the ~~Bureau~~aggregate ofproceeds ~~Land Management~~received ~~(“BLM”)~~by onus from ~~the~~any ~~Fox~~smelter ~~Spring~~or ~~Project.~~other ~~The~~purchaser ~~reclamation~~of ~~deposit~~any isores, ~~refundable~~concentrates, ~~upon~~metals or ~~completion~~other material of ~~the~~commercial ~~required remediation~~value ofproduced from the ~~property~~Property, atminus the ~~completion~~cost of ~~our~~transportation ~~planned~~of ~~drill~~the ~~program~~ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

~~NOTE~~We 6have –a ~~STOCKHOLDERS~~one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to two thirds (66.7%) of NMPII’s ~~EQUITY~~royalty (i.e. an amount equal to 2% of the royalty) for $3,000,000.

AsDuring ~~of July 31, 2013,~~ the ~~Company~~six ~~had 48,150,000 shares of common stock. For details associated with our common stock issuances prior to the three~~ months ended ~~July~~October 31, 2013 ~~please~~we ~~refer~~paid toNMPII ~~our~~$20,000 ~~Form~~in ~~10-K~~accordance ~~for~~with the ~~fiscal~~terms ~~year~~of ~~ended~~our ~~April~~acquisition ~~30,~~agreement ~~2013~~ and ~~the~~capitalized ~~applicable~~$26,440 ~~restatement~~of ~~thereto~~stock based payments ~~contained~~associated inwith ~~Note~~the 7Fox ~~below~~Spring Project.

~~During~~NOTE ~~the~~5 ~~three~~– ~~months~~RECLAMATION ~~ended July 31, 2013 we did not issue any shares of our common stock.~~DEPOSIT

~~2012~~We ~~Stock~~have ~~Option~~paid ~~Plan~~a $11,817 reclamation deposit to the Bureau of Land Management (“BLM”) on the Fox Spring Project. The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of our planned drill program.

~~During~~NOTE ~~the~~6 ~~three~~– ~~months~~STOCKHOLDERS’ ended July 31, 2013 we did not issue any additional options under the Plan. We recognized $17,698 of stock based compensation for previously issued options that vested during the three months ended July 31, 2013 and no options were forfeited.EQUITY

~~NOTE~~As 7of –October ~~RESTATEMENT~~31, 2013, the Company had 48,400,000 shares of common stock issued and outstanding. For details associated with our common stock issuances prior to the six months ended October 31, 2013 please refer to our Form 10-K for the fiscal year ended April 30, 2013.

During the ~~three~~six months ended ~~July~~October 31, 2013 ~~our management along~~ ~~with~~we ~~our~~issued ~~Board of Directors~~250,000 ~~determined~~shares ~~that~~of our ~~previously~~common ~~issued~~stock ~~financial~~for ~~statements from inception to April 30~~$25,000 ~~2013 contained certain errors~~cash.

In prior periods, the Company capitalized, as property acquisition costs, the required property option payments for the Fox Spring Project and correspondingly recognized an immediate impairment expense associated with these payments. Upon further review, our management determined there were no supportable indicators for impairment through the date of this report as the Company is continuing to aggressively explore the Fox Spring Project since initial surveys conducted on the Property indicate mineral deposits may exist (although not assured). In addition, the land and mineral owners were granted unvested and forfeitable stock options as part of the 2012 Stock Option Plan ~~that should not have been recognized until the completion of the performance commitment (vesting date).~~

~~The~~During ~~Company~~the ~~also~~six ~~discovered~~months ~~certain~~ended ~~errors~~October ~~related~~31, to2013 ~~the~~we ~~valuation~~did not issue ~~and~~any ~~recognition~~additional ofoptions ~~stock~~under ~~based~~the ~~compensation~~Plan. ~~The~~We ~~Company~~recognized ~~previously~~$41,836 ~~re-valued~~of ~~unvested~~cost, ~~options~~of ~~granted~~which to$6,440 ~~employees~~was ~~subsequent to~~capitalized ~~the~~as ~~initial~~mineral ~~grant~~property ~~date.~~acquisition costs, ~~The~~in ~~Company~~stock ~~has~~based ~~included~~compensation ~~the~~for ~~restatements~~previously ~~associated~~issued ~~with~~options ~~recognizing~~that ~~stock~~vested ~~based~~during ~~compensation based on~~ the ~~grant~~six ~~date~~months ~~fair~~ended ~~value~~October ~~over~~31, ~~the~~2013 ~~requisite~~and ~~service~~no options ~~period~~were forfeited.

8NOTE 7 – RESTATEMENT

~~The~~During ~~following~~the ~~tables~~six ~~show~~months ~~the~~ended ~~impacts~~October 31, 2013 our management along with our Board of ~~restating~~Directors, determined that our previously issued financial statements byfrom ~~period~~inception to April 30, 2013 contained certain errors.

BALANCE SHEET	April 30, 2013 asRestated	April 30, 2013 asPreviously Reported	Change
ASSETS:
Mineral property acquisition rights	$40,000	$ -	$40,000
STOCKHOLDERS’ EQUITY:
Additional Paid in Capital	$728,275	$709,416	$18,859
Deficit accumulated during exploration stage	$(623,705)	$(644,846)	$21,141

In prior periods, the Company capitalized, as property acquisition costs, the required property option payments for the Fox Spring Project and correspondingly recognized an immediate impairment expense associated with these payments. Upon further review, our management determined there were no supportable indicators for impairment through the date of this report as the Company is continuing to aggressively explore the Fox Spring Project. In addition, the land and mineral owners were issued stock option as part of the 2012 Stock Option Plan that should have been capitalized as part of the property acquisition costs.

STATEMENT OF OPERATIONS:	Inception to April 30, 2013Restated	Inception to April 30, 2013 As PreviouslyReported	Change
EXPENSES:
General and administrative	$288,242	$269,383	$18,859
Impairment of mineral property acquisition payments	$ -	$40,000	$(40,000)
Net Loss	$623,705	$644,846	$(21,141)

The Company also discovered certain errors related to the valuation and recognition of stock based compensation. The Company previously re-valued unvested options granted to employees subsequent to the initial grant date. The Company has included the restatements associated with recognizing stock based compensation based on the grant date fair value over the requisite service period.

STATEMENT OF OPERATIONS:	Three Months Ended July 31, 2012 Restated	Three Months Ended July 31, 2012 As Previously Reported	Change
EXPENSES:
Impairment of mineral property acquisition payments	$ -	$20,000	$(20,000)
Net Loss	$ 42,756	$62,756	$(20,000)

The following tables show the impacts of restating our previously issued financial statements by period.

~~NOTE~~ 8 ~~– RELATED PARTY TRANSACTIONS~~

During the quarters ended July 31, 2013 and 2012 the Company paid a geological consulting firm controlled by our President and CEO $15,965 and $6,000, respectively, related to the on-going exploration activities associated with our Fox Spring Project.

BALANCE SHEET	April 30, 2013 as Restated			April 30, 2013 as Previously Reported			Change
ASSETS:
Mineral property acquisition rights	$	40,000		$	–		$	40,000

STOCKHOLDERS’ EQUITY:
Additional Paid in Capital	$	728,275		$	709,416		$	18,859
Deficit accumulated during exploration stage	$	(623,705	)	$	(644,846	)	$	21,141

STATEMENT OF OPERATIONS:	Inception to April 30, 2013 Restated		Inception to April 30, 2013 As Previously Reported		Change
EXPENSES:
General and administrative	$	288,242	$	269,383	$	18,859
Impairment of mineral property acquisition payments	$	–	$	40,000	$	(40,000	)
Net Loss	$	623,705	$	644,846	$	(21,141	)

Item 2. Management’s Discussion and Analysis or Plan of Operations.

STATEMENT OF OPERATIONS:	Three Months Ended October 31, 2012 Restated		Three Months Ended October 31, 2012 As Previously Reported		Change
EXPENSES:
Impairment of mineral property acquisition payments	$	–	$	–	$	–
Net Loss	$	210,938	$	240,537	$	(29,599	)

The following discussion should be read in conjunction with the financial statements of Grizzly Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended April 30, 2013 filed by the Company with the Securities and Exchange Commission.

STATEMENT OF OPERATIONS:	Six Months Ended October 31, 2012 Restated		Six Months Ended October 31, 2012 As Previously Reported		Change
EXPENSES:
Impairment of mineral property acquisition payments	$	–	$	20,000	$	(20,000	)
Net Loss	$	253,694	$	283,293	$	(29,599	)

~~All~~NOTE ~~forward-looking~~8 ~~statements~~– ~~speak~~RELATED ~~only~~PARTY ~~as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.~~TRANSACTIONS

~~General~~During the quarters ended October 31, 2013 and 2012 the Company paid a geological consulting firm controlled by our President and CEO $22,516 and $18,300, respectively, related to the on-going exploration activities associated with our Fox Spring Project.

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.9

~~Though~~Item we2. ~~have~~Management's ~~the~~Discussion ~~expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs~~ and ~~time~~Analysis ~~frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. We therefore anticipate optioning~~ or ~~selling~~Plan ~~any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase~~ of ~~ore bodies found by junior exploration companies~~Operations. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe that optioning or selling a deposit found by us to these major mining companies would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations. As of the date of this report we have not entered into operational agreements with major mining companies.

The ~~search~~following ~~for~~discussion ~~valuable~~should be read in conjunction with ~~natural~~the ~~resources~~financial asstatements aof ~~business~~Grizzly isGold ~~extremely~~Corp. ~~risky~~(the "Company"), which are included elsewhere in this Form 10-Q. WeCertain statements ~~can~~contained ~~provide~~in ~~investors~~this ~~with~~report, noincluding ~~assurance~~statements ~~that~~regarding the ~~property~~anticipated wedevelopment ~~have~~and inexpansion ~~Nevada~~of the Company's ~~contains~~business, ~~commercially~~the ~~exploitable~~intent, ~~reserves.~~belief ~~Exploration~~or ~~for~~current ~~natural~~expectations ~~reserves~~of isthe aCompany, ~~speculative~~its ~~venture~~directors ~~involving~~or ~~substantial~~its ~~risk.~~officers, primarily with respect to the ~~Few~~future ~~properties~~operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are ~~explored~~not ~~are~~historical ~~ultimately~~facts, ~~developed~~are ~~into~~"forward-looking" ~~producing~~statements. ~~commercially~~Future ~~feasible~~filings ~~reserves.~~with ~~Problems~~the ~~such~~Securities asand ~~unusual~~Exchange orCommission, ~~unexpected~~future ~~geological~~press ~~formations~~releases and ~~other~~future ~~conditions~~oral ~~are~~or ~~involved~~written instatements ~~mineral~~made ~~exploration~~by ~~and~~or ~~often~~with ~~result~~the inapproval ~~unsuccessful~~of the Company, which are ~~exploration~~not ~~efforts~~statements of historical fact, may contain forward-looking statements. InBecause such astatements ~~case~~include risks and uncertainties, actual weresults ~~would~~may bediffer ~~unable~~materially tofrom ~~complete~~those ~~our~~expressed ~~business~~or ~~plan~~implied by such forward-looking statements. For a more detailed listing of some of the risks and ~~any~~uncertainties ~~money~~facing ~~spent~~the onCompany, ~~exploration~~please ~~would~~see the Form 10-K for the year ended April 30, 2013 filed by bethe ~~lost~~Company with the Securities and Exchange Commission.

~~Natural~~All ~~resource~~forward-looking ~~exploration~~statements ~~and~~speak ~~development~~only ~~requires~~as ~~significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option~~ of ~~early stage properties or~~ the ~~staking of lode claims on prospective open ground. To~~ date ~~we have one property under option. The property has been named the Fox Spring Project. We have conducted significant exploration~~ on ~~the property through an exploration program that included mapping, sampling,~~ ~~surveying~~which ~~and~~they aare ~~first phase of drilling on the property in 2012~~made. AnThe IPCompany ~~survey~~undertakes ~~was~~no ~~conducted~~obligation onto ~~the~~update ~~property~~such instatements ~~the spring of 2013 and we intend~~ to ~~begin~~reflect ~~phase~~events IIthat ofoccur ~~our drilling program in October~~ or ~~November of 2013. Results of exploration efforts thus far~~circumstances ~~indicate~~that ~~a mineral deposit may~~ exist onafter the ~~property.~~date ~~However, there is no assurance that a commercially viable mineral deposit exists~~ on ~~our~~which ~~property~~they atare ~~the present stage of exploration~~made. ~~Further exploration will be required before a final evaluation as to the economic feasibility can be determined.~~

10General

InWe ~~the~~are ~~following~~a natural resource exploration company with an objective ~~discussion~~of acquiring, ~~there~~exploring, ~~are~~and ~~references~~if towarranted ~~“unpatented”~~and ~~mining~~feasible, ~~claims.~~exploiting Annatural ~~unpatented~~resource ~~mining~~properties. ~~claim~~Our onprimary ~~U.S.~~focus ~~government~~in ~~lands~~the natural ~~establishes~~resource asector ~~claim~~is togold. ~~the~~We ~~locatable~~do ~~minerals~~not ~~(also~~consider ~~referred~~ourselves toa as"blank ~~stakeable~~check" ~~minerals)~~company onrequired ~~the~~to ~~land~~comply ~~and~~with ~~the~~Rule ~~right~~419 of ~~possession~~the ~~solely~~Securities ~~for~~and ~~mining~~Exchange ~~purposes.~~Commission, Nobecause ~~title~~we towere ~~the~~not ~~land~~organized ~~passes~~for to the ~~claimant.~~purpose Ifof aeffecting, ~~proven~~and ~~economic~~our ~~mineral~~business ~~deposit~~plan is ~~developed,~~not ~~provisions~~to ofeffect, ~~federal~~a ~~mining~~merger ~~laws~~with ~~permit~~or ~~owners~~acquisition of ~~unpatented~~an ~~mining~~unidentified ~~claims~~company toor ~~patent~~companies, ~~(to~~or ~~obtain~~other ~~title~~entity ~~to)~~or ~~the claim~~person. IfWe ~~you~~do ~~purchase~~not ~~an unpatented~~intend ~~mining~~to ~~claim~~merge with ~~that~~or isacquire ~~later~~another ~~declared~~company ~~invalid~~in by the ~~U.S.~~next ~~government,~~12 ~~you could be evicted~~months.

~~Plan~~Though we have the expertise on our board of ~~Operation~~directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe that optioning or selling a deposit found by us to these major mining companies would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations. As of the date of this report we have not entered into operational agreements with major mining companies.

WeThe ~~continue~~search tofor ~~run~~valuable ~~our~~natural ~~operations~~resources as a business is extremely risky. We can provide investors with no assurance that the ~~use~~ ofproperty ~~contract~~we ~~operators,~~have ~~and~~in asNevada ~~such~~contains docommercially ~~not~~exploitable ~~anticipate~~reserves. Exploration for natural reserves is a ~~change~~speculative toventure ~~our~~involving ~~company~~substantial ~~staffing~~risk. ~~levels~~Few ~~which~~properties ~~currently~~that ~~consists~~are ofexplored ~~our~~are ultimately ~~sole~~developed ~~executive~~into ~~officer~~producing commercially feasible reserves. WeProblems ~~believe~~such ~~outsourcing~~as ofunusual ~~necessary~~or ~~operations~~unexpected ~~continues~~geological toformations beand ~~the~~other conditions ~~most~~are ~~cost~~involved ~~effective~~in mineral exploration and ~~efficient~~often ~~manner~~result in unsuccessful exploration efforts. In such a case, we would be ofunable ~~conducting~~to ~~the~~complete our business ofplan ~~the~~and ~~Company~~any money spent on exploration would be lost.

~~The~~Natural ~~following~~resource isexploration anand ~~overview~~development ofrequires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the ~~project~~natural resource industry through ~~work~~the topurchase or option of early stage properties or the staking of lode claims on prospective open ground. To date, aswe ~~well~~have asone property ~~anticipated~~under ~~work~~option. ~~for~~The property has been named the ~~next~~Fox ~~twelve~~Spring ~~months~~Project. ~~Specific~~We ~~dates~~have ~~when~~conducted ~~work~~significant ~~will~~exploration ~~begin~~on the property through an exploration program that included mapping, sampling, surveying and ~~how~~a ~~long~~first itphase ~~will~~of drilling on the property in 2012. ~~take~~An toIP ~~complete~~survey ~~each~~was ~~step~~conducted ison ~~subject~~the toproperty ~~change~~in ~~due~~the spring of 2013 and we intend to ~~the~~begin ~~variables~~phase II of ~~weather,~~our ~~availability~~drilling program in the spring of ~~work~~2014. ~~crews~~Results ~~for~~of exploration efforts thus far indicate a ~~particular~~mineral ~~type of~~deposit ~~work,~~may ~~and~~exist on the ~~results~~property. ofHowever, ~~work~~there is no assurance that isa ~~planned,~~commercially viable mineral deposit exists on our property at the ~~outcome~~present stage of ~~which~~exploration. Further exploration will ~~determine~~be ~~what~~required ~~the~~before ~~next~~a ~~step~~final onevaluation ~~that~~as ~~project~~to ~~will~~the economic feasibility can be determined.

~~Fox Spring Project~~10

~~The~~In ~~Company’s~~the ~~Board~~following ofdiscussion, ~~Directors~~there ~~has~~are references to "unpatented" ~~approved~~mining claims. An unpatented mining claim on U.S. government lands establishes a ~~budget~~claim ~~for~~to the ~~Property~~locatable ~~for~~minerals ~~total~~(also ~~expenditures~~referred to as stakeable minerals) on the land and the right of ~~$375,000~~possession solely for mining purposes. No title to the ~~next~~land ~~twelve~~passes ~~months~~to the claimant. ~~The~~If ~~budget~~a ~~includes~~proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the ~~following~~claim. If you purchase an unpatented mining claim that is later declared invalid by the ~~items:~~U.S. government, you could be evicted.

	Amount ($)
Annual claim fees – 2013		10,000
Exploration, drill program, and analysis		280,000
Option payment – to May 2014		85,000
		375,000

As a result of exploration results performed on the property to date, we were able to reduce the Fox Spring Project claim holdings from 130 to 86.

~~The~~Plan ~~budget for the next twelve months will include undertaking a second phase drill program and prospecting the immediate area near the Fox Spring Project to identify additional areas~~ of ~~possible~~Operation ~~mineralization. The primary objective of the next twelve months is to complete the second phase drill program on the Fox Spring Project.~~

~~The~~We ~~planned~~continue ~~work~~to ~~will~~run beour ~~overseen~~operations bywith the ~~Company’s President~~use ~~who~~of ~~has~~contract ~~visited the Property several times~~operators, and ~~will~~as besuch ~~undertaken~~do ~~largely by contractors. The Company does~~ not ~~currently have~~anticipate ~~any~~a ~~contracts~~change orto ~~arrangements~~our incompany ~~place~~staffing ~~with~~levels ~~any~~which ~~third~~currently ~~parties~~consists ~~for~~of ~~the~~our ~~planned~~sole ~~work~~executive officer. ~~In 2012 the Company conducted significant~~We ~~exploration~~believe onoutsourcing ~~the~~of ~~property~~necessary ~~through~~operations ancontinues ~~exploration~~to ~~program~~be ~~that~~the ~~included~~most ~~mapping,~~cost ~~sampling,~~effective ~~surveying~~ and aefficient ~~first~~manner ~~phase~~ of ~~drilling on~~conducting the ~~property. An IP survey was conducted on the property in the spring~~ business of ~~2013. Exploration work completed thus far helped fine-tune~~ the ~~second phase drill targeting process on the Fox Spring Project~~Company.

The ~~Company~~following ~~has~~is ~~received~~an ~~approval~~overview of ~~its~~the ~~initial~~project work to date, as well as anticipated work ~~plan~~for ~~from~~the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the ~~Bureau~~variables of ~~Land~~weather, ~~Management~~availability ~~(“BLM”).~~of ~~The~~work ~~Company~~crews isfor ~~currently~~a ~~seeking~~particular ~~proposals~~type ~~from~~of ~~contract~~work, ~~drillers~~ and ~~currently~~the results ~~expects~~of towork ~~begin~~that ~~Phase~~is IIplanned, ~~drilling~~the inoutcome ~~October~~of orwhich ~~November~~will ~~2013~~determine what the next step on that project will be.

~~Results~~Fox ofSpring ~~Operations~~Project

We have not recognized any revenues from our inception on April 21, 2010 through July 31, 2013. We do not anticipate recognizing revenues until such time as we have entered into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

	Amount ($)

Annual claim fees – 2013		13,000
Exploration, drill program, and analysis		300,000
Option payment – to May 2014		65,000
		378,000

11The budget for the next twelve months will include undertaking a second phase drill program and prospecting the immediate area near the Fox Spring Project to identify additional areas of possible mineralization. The primary objective of the next twelve months is to complete the second phase drill program on the Fox Spring Project.

~~For~~The ~~the~~planned ~~quarter~~work ~~ended~~will ~~July~~be ~~31,~~overseen ~~2013~~by wethe ~~had~~Company's aPresident who ~~net~~has ~~loss~~visited ofthe ~~$46,908 compared~~Property toseveral ~~$42~~times,~~756~~ ~~for~~and ~~the~~will ~~comparable~~be ~~period~~undertaken ~~ended~~largely ~~July~~by ~~31, 2012~~contractors. ~~Our~~The ~~general~~Company ~~and~~does ~~administrative~~not ~~costs~~currently ~~increased~~have any bycontracts ~~$18,104~~or ~~primarily associated~~arrangements in place with ~~stock~~any ~~based~~third ~~compensation~~parties ~~under~~for ~~our~~the ~~2012~~planned ~~Stock~~work. ~~Option~~In ~~Plan~~2012 ~~that~~the ~~was~~Company ~~not~~conducted ~~adopted~~significant ~~until~~exploration on the ~~second~~property ~~quarter~~through ofan ~~2012. We~~exploration ~~expect~~program ~~our~~that ~~general~~included mapping, sampling, surveying and ~~administrative~~a ~~costs~~first tophase ~~remain~~of ~~relatively~~drilling ~~flat~~on ~~until~~the property. ~~while~~An ~~being~~IP insurvey ~~our~~was ~~current~~conducted ~~stage~~on ofthe ~~exploration which~~property isin ~~expected~~the tospring beof at2013. ~~least~~Exploration ~~through~~work completed thus far helped fine-tune the ~~end~~second ofphase ~~our~~drill ~~current~~targeting ~~fiscal~~process ~~year~~on the Fox Spring Project.

~~During~~The ~~the~~Company ~~quarter~~has ~~ended~~received ~~July~~approval ~~31,~~of ~~2013~~its asinitial ~~compared~~work toplan from the ~~same~~Bureau ~~period in~~of ~~2012~~Land weManagement ~~reduced our mineral property exploration expenditures by approximately 47% to $15,965~~("BLM"). ~~Mineral~~The ~~property exploration expenditures have decreased in the current period as a result of the~~ Company ~~completing~~is ~~Phase~~currently Iseeking ofproposals ~~the~~from ~~drilling~~contract ~~program~~drillers inand ~~the~~currently ~~prior~~expects ~~periods~~to ~~with~~begin Phase II ~~scheduled~~drilling ~~to commence~~ in ~~October or November of 2013. Our management estimates~~ the ~~cost~~spring of ~~our planned Phase II drill program to be approximately $280,000~~2014.

~~Liquidity and capital resources~~11

WeResults ~~had working capital~~ of ~~$10,199~~Operations ~~at July 31, 2013.~~

We have not recognized any revenues from our inception on April 21, 2010 through October 31, 2013. We do not anticipate ~~that~~recognizing revenues until such time as we ~~will~~have ~~incur~~entered into commercial production of our mineral property. We are presently in the ~~following~~exploration stage of our business and we can provide no assurance that towe ~~July~~will 31discover commercially exploitable levels of mineral resources on our property, ~~2014:~~or if such resources are discovered, that we will enter into commercial production of our mineral property.

-For the three and six months ended October 31, 2013 our general and administrative expenses were $8545,~~000~~290 inand ~~connection~~$76,233 ~~with~~respectively. ~~property~~This ~~option~~represents ~~payments~~a ~~under~~decrease of $32,667 and $14,563 as compared to the ~~Company’s~~three ~~Fox~~and ~~Spring~~six ~~Project~~months ~~(formerly~~ended ~~known~~October as31, 2012 which is primarily because of less stock based compensation cost. We expect our general and administrative costs to remain relatively flat while being in our current stage of exploration which is expected to be at least through the ~~LB/Vixen~~end ~~option~~of ~~agreement);~~our current fiscal year.

-During ~~$290~~the three and six months ended October 31,~~000~~ in2013 our mineral property exploration ~~expenses~~expenditures were $7,016 and ~~claim~~$22,981 ~~payments~~respectively. inThis ~~order~~represents toa ~~meet~~decrease of $125,965 and $139,917 as compared to the ~~requirements~~three and six months ended October 31, 2012. Mineral property exploration expenditures have decreased as a result of the Company’s ~~property~~completing ~~option~~Phase ~~agreement;~~I of the drilling program in the prior periods with Phase II scheduled to commence in the spring of 2014. Our management estimates the cost of our planned Phase II drill program to be approximately $300,000.

-Liquidity ~~$155,000~~and ~~for operating expenses, including working~~ capital ~~and~~resources ~~general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.~~

~~Cash~~We ~~used~~had inworking ~~operations~~capital ~~was~~deficit ~~$40,008 for the quarter ended July 31, 2013. Cash used in operations was primarily related to the payment~~ of ~~our obligations as incurred inclusive of a decrease of~~ ($71,~~149~~250) ofat ~~obligations~~October ~~that were outstanding as of April 30~~31, 2013.

Cash used in ~~investing~~operations ~~activities~~was of $2068,~~000~~879 for the six months ended October 31, 2013. Cash used in operations was primarily related to the ~~result~~payment of ~~making~~our ~~the~~obligations ~~required~~as ~~option~~incurred ~~payment~~inclusive onof ~~our~~an ~~Fox~~increase of ~~Spring~~$7,038 ~~Project~~of obligations that were outstanding as of April 30, 2013.

WeCash ~~did~~used ~~not~~in ~~generate~~investing oractivities ~~use~~of ~~any~~$21,841 ~~cash in financing activities~~ for the ~~quarter~~six months ended ~~July~~October 31, 2013 was the result of making the required option payment on our Fox Spring Project in addition to our reclamation deposit with the BLM.

~~The~~Cash ~~Company~~provided ~~currently~~from ~~expects~~financing ~~that~~activities itof ~~will need approximately~~ $~~530~~25,000 tofor ~~fund its operations during~~ the ~~next twelve~~ six months ~~which~~ended ~~will~~October ~~include~~31, ~~property~~2013 ~~option~~was ~~payments,~~generated ~~exploration of~~from ~~its~~the ~~property~~issuance asof ~~well~~250,000 asshares ~~the~~of ~~costs~~our ~~associated~~common ~~with~~stock ~~maintaining~~for ~~an office~~cash.

WeThe ~~are~~Company currently inexpects ~~the~~that ~~process~~it ofwill ~~obtaining~~need ~~additional funds through~~approximately ~~private placements of our common stock and as of the date of this report we have sold 100,000 unregistered shares of common stock at~~ $~~0.25 per share for cash totaling $25~~500,000. ~~This cash received is not sufficient~~ to fund ~~our~~its ~~planned~~ operations ~~for~~during the next twelve months. Inwhich ~~order~~will toinclude ~~continue to explore and develop our~~ property weoption ~~will~~payments, ~~need~~exploration ~~to obtain additional financing. Management continues to seek additional capital through private placements and public offerings~~ of its ~~common~~property as ~~stock,~~well ~~although~~as ~~there~~the ~~are~~costs ~~no assurances~~associated ~~that~~with ~~management’s~~maintaining ~~plans~~an ~~will be realized~~office.

~~Off-Balance~~We ~~Sheet~~anticipate ~~Arrangements~~that we will incur the following to October 31, 2014:

We• ~~have~~$65,000 noin ~~off-balance~~connection ~~sheet~~with ~~arrangements.~~property option payments under the Company's Fox Spring Project (formerly known as the LB/Vixen option agreement);

•

$313,000 in property exploration expenses and claim payments in order to meet the requirements of the Company's property option agreement;

•

$122,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

We are currently in the process of obtaining additional funds through private placements of our common stock and as of the date of this report we have sold 250,000 unregistered shares of common stock at $0.10 per share for cash totaling $25,000 since April 30, 2013. This cash received is not sufficient to fund our planned operations for the next twelve months. In order to continue to explore and develop our property we will need to obtain additional financing. Management continues to seek additional capital through private placements and public offerings of its common stock, although there are no assurances that management's plans will be realized.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Smaller reporting companies are not required to provide the information required by this Item.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of ~~July~~October 31, 2013. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 26, 2013 the Company sold ~~100~~250,000 shares of common stock in a private placement transaction at $0.2510 per share for total cash consideration of $25,000.

No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The issuance of stock that was exempt under Section 4(a)(2) was a private offering to accredited investors within the meaning of Rule 501 of Regulation D of the Securities Act. The recipient of securities in this transaction had adequate access, through business or other relationships, to information about us.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mining Safety Disclosures

The Company does not have any mining operations.

Item 5. Other information

None.

Item 6. Exhibits

Exhibit 31		Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32		Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~September~~December 1623, 2013 ~~GRIZZLY GOLD CORP. By: /s/ Paul Strobel Paul Strobel President, Chief Executive Officer and Treasurer (Principal Executive, Financial, and Accounting Officer)~~

GRIZZLY GOLD CORP.

By:		/s/ Paul Strobel
		Paul Strobel President, Chief Executive Officer and Treasurer (Principal Executive, Financial, and Accounting Officer)

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